UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 12, 2008
(Date of earliest event reported)
HealthMarkets, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-14953
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75-2044750 |
(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.) |
incorporation) |
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9151 Boulevard 26, North Richland Hills, Texas
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76180 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (817) 255-5200
(former name and address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 2.05. Costs Associated with Exit or Disposal Activities.
This Form 8-K/A amends the current report on Form 8-K filed by HealthMarkets, Inc. (the
Company) on June 18, 2008 regarding the entry into a definitive agreement relating to the sale of
substantially all of the business of the Companys life insurance division and the exit or disposal
costs associated with this transaction. At the date of the original Form 8-K filing, the Company
was unable in good faith to make a determination of the total amount or range of amounts expected
to be incurred in connection with employee termination costs and sublease costs associated with the
Companys life insurance division facility in Oklahoma City, Oklahoma.
The Company now estimates that the total costs expected to be incurred in connection with
these matters will be $1.7 million, which consist of approximately $700,000 related to employee
termination costs and approximately $1.0 million related to facility sublease costs. These costs
will all be incurred as cash expenditures.
This Current Report on Form 8-K contains or may contain forward-looking statements within
the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform
Act of 1995, including statements regarding expected benefits, costs and charges associated with
the transactions described above. Forward-looking statements are generally identified by use of
the terms anticipate, believe, estimate, expect, may, objective, plan, possible,
potential, project, will and similar expressions. Actual events or results may differ
materially from those statements. For information about the factors that could cause such
differences, please refer to the Companys Annual Report on Form 10-K for the year ended
December 31, 2007, including the information discussed under the caption Item 1 Business, Item
1A. Risk Factors and Item 7 Managements Discussion and Analysis of Financial Condition and
Results of Operations, as well as the Companys various other filings with the Securities and
Exchange Commission and other publicly disseminated written documents.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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HEALTHMARKETS, INC.
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By: |
/s/ Philip Rydzewski
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Name: |
Philip Rydzewski |
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Title: |
Senior Vice President &
Chief Accounting Officer and
acting principal financial officer |
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Dated: August 18, 2008
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